Common use of Effect on Capital Stock Clause in Contracts

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At Subject to Section 2.3, at the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Company Common Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 1.25 per share, of the Company (“"Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”") or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubCo.:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the holder Company or the holders of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubPurchaser:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of common stockthe Company’s Class A Common Stock, par value $0.00025 0.01 per shareshare (the “Company Class A Common Stock”), of or the Company’s Class B Common Stock, par value $0.01 per share (the “Company Class B Common Stock” and, together with the Company (Class A Common Stock, the “Company Common Stock”), any shares or of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or any holder of Shares or any other shares of capital stock of the Company or Purchaser: (a) Common Stock of Purchaser. Each share of common stock, par value $0.00025 0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“"Company Common Stock”), ") or of any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital common stock of Merger Sub: (a) Common Stock of Merger Sub. The issued and outstanding common stock, par value $.01 per share, of Merger Sub shall remain outstanding and shall constitute the only issued and outstanding capital stock of the Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, $0.001 par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“together with the associated Company Rights, the "Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”") or any shares of capital stock membership interests of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred Company Common Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of common stockthe Company’s Common Stock, par value $0.00025 0.01 per share, of share (the Company (“Company Common Stock”), any shares or of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubParent:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer Bank, New Bank, the holder Company or the holders of any shares of the common stock, par value $0.00025 5.00 per share, of the Company (“the "Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:"):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company’s common stock, par value $0.00025 .01 per share, of the Company share (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the holder Company or the holders of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder holders of any shares of common stock, par value $0.00025 per share, of the Company (“Company's Class A Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 .01 per share, of share (the "Company (“Series B Preferred Common Stock”) or any shares of capital stock of Merger Sub:"):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the holder Company or the holders of any shares of the following securities: (a) Common Stock of Purchaser. Each share of common stock, par value $0.00025 0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stock or shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of Merger Sub (the Company (“Series B Preferred Merger Sub Common Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company’s common stock, $0.01 par value $0.00025 per share, of the Company share (“Company Common Stock”), any shares or of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.0001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or the holder of any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company’s common stock, par value $0.00025 .0001 per share, of the Company share (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any of the outstanding shares of the common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of the holder holders of any shares Shares or holders of common stock, par value $0.00025 .01 per share, of Purchaser (the Company (“Company "Purchaser Common Stock”)"): (a) Capital Stock of Purchaser. Each issued and outstanding share of Purchaser Common Stock shall be converted into and become one validly issued, any shares fully paid and nonassessable share of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, common stock of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the issued and outstanding common stockstock of the Company, par value $0.00025 0.01 per share, of share (the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the common stockstock of the Company, par value $0.00025 0.50 per share, of share (the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock membership interests of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of Shares or any other shares of capital stock of the Company or Purchaser: (a) Common Stock of Purchaser. Each share of common stock, par value $0.00025 0.01 per share, of Purchaser issued and outstanding immediately prior to the Company (“Company Common Stock”)Effective Time shall be converted into and become one validly issued, any shares fully paid and nonassessable share of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Stock or Company Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Stock or any holder of shares of capital stock of Merger Sub: (a) Capital Stock of Merger Sub. Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $.00333 per share, of the Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“Company Common Stock”“), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubCo.:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 .001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Shares or any shares of capital stock of Merger Sub: (a) Common Stock of Merger Sub. All of the shares of common stock, par value $1.00 per share, of Merger Sub (the "Merger Sub Common Stock"), issued and outstanding immediately prior to the Effective Time shall be converted into 10 (ten) Common Shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.0001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, other securities of the Company (“Series B Preferred Stock”) or any shares of capital stock or other securities of Merger Sub or, except as expressly set forth herein, on the part of Parent, the Company or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Common Stock” or the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 per share0.01, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubSub Common Stock:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or any holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any the issued and outstanding shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubAcquirer:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any shares of common stock, par value $0.00025 0.01 per share, share of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company’s common stock, $0.01 par value $0.00025 per share, of the Company share (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“"Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”") or any shares of capital stock membership interests of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares or any shares of capital stock of the Purchaser: (a) Capital Stock of the Purchaser. Each issued and outstanding share of capital stock of the Purchaser shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any ) or of shares of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 0.01 per share, of the Company Merger Sub (“Series B Preferred Merger Sub Common Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock, or the holder of any shares of capital stock of Parent or Sub: (a) Capital Stock of Sub. Each share of common stockstock of Sub, par value $0.00025 0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock common stock, par value $0.01 per share, of Merger Sub:Sub (the “Merger Sub Common Stock”):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, other securities of the Company (“Series B Preferred Stock”) or any shares of capital stock or other securities of Merger Sub or, except as expressly set forth herein, on the part of the Company or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holder Company or any Company Stockholder: (a) Capital Stock of any shares Merger Sub. Each share of common stock, par value $0.00025 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Company Effective Time shall automatically be converted into and become one (“Company Common Stock”), any shares 1) fully paid and nonassessable share of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock(i) Common Stock, par value $0.00025 0.01 per share, of Bxxxx (the Company (“Company Bxxxx Common Stock”), any shares (ii) Common Stock, par value $0.01 per share, of Series B 2.5% Convertible Covalence (the “Covalence Common Stock”) or (iii) Preferred Stock, par value $0.001 0.01 per share, of Covalence (the Company (“Series B Covalence Preferred Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stock or shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of Merger Sub (the Company (“Series B Preferred "Merger Sub Common Stock”) or any shares of capital stock of Merger Sub:"):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any of the outstanding shares of the common stock, par value $0.00025 0.00005 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock membership interests of Merger SubCo.:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Class A common stock, par value $0.00025 0.01 per share, of the Company (“Company Class A Common Stock”), or any shares of Series Class B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 0.01 per share, of the Company (“Series Class B Preferred Common Stock”) , and collectively with the Class A Common Stock, the “Company Common Stock”), or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, HHC, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Company Common Stock”), ) or any shares of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 per share, of Merger Sub (the Company (“Series B Preferred Merger Sub Common Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder holders of any shares of common stock, par value $0.00025 per share, of the Company (“Company's Class A Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 .01 per share, of share (the "Company (“Series B Preferred Common Stock”) or any shares of capital stock of Merger Sub:")

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder Company or the holders of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred Company Common Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the holder Company or the holders of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“"Company Common Stock”"), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“"Series B Preferred Stock”") or any shares of capital stock of Merger Sub, the following shall occur:

Effect on Capital Stock. At As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of the holder of any shares of common Common Stock, par value $0.01 per share, of Holdings ("Holdings Common --------------- Stock") or preferred stock, par value $0.00025 0.01 per share, share of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Holdings or any shares ----- of capital stock of Merger SubSDW Acquisition:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and automatically without any action on the part of the any holder of any shares capital stock of Parent, MergerSub or the Company, respectively: (a) Capital Stock of the Company. Each then outstanding share of common stock, par value $0.00025 0.001, of the Company shall be converted into and become one duly authorized, validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in this Section 2.1) on the part of Sub, Parent, Company, or the holder of any shares of Company common stock, $.01 par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.000125 per share, of the Company (“Company "Common Stock”), any ") or shares of Series B 2.5% Convertible Preferred StockClass A common stock, par value $0.001 0.000125 per share, of the Company (“Series B Preferred the "Class A Common Stock”" together with the Common Stock, the "Company Stock") or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 1.00 per share, of the Company Great Lakes (“Company "Great Lakes Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”") or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of ----------------------- the Merger and without any action on the part of the any holder of Shares or any other shares of capital stock of the Company or Purchaser: (a) Common Stock of Purchaser. Each share of common stock, par value ------------------------- $0.00025 0.01 per share, of Purchaser issued and outstanding immediately prior to the Company (“Company Common Stock”)Effective Time shall be converted into and become one validly issued, any shares fully paid and nonassessable share of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action further act or deed on the part of Parent, RV, Merger Sub, the Company or any holder of any shares of the following securities: (a) Common Stock of the Company. Each issued and outstanding share of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred together with any rights appurtenant thereto, "Company Common Stock”") or any shares of capital stock of Merger Sub:shall be converted into the right to receive one fully paid and non-

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of the Company’s Class A common stock, par value $0.00025 0.01 per share, of the Company share (“Company Class A Common Stock”), any shares of Series and Class B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 0.01 per share, of the Company share (“Series Class B Preferred Common Stock” and together with the Class A Common Stock, the “Company Common Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the holder Company or the holders of (i) (A) any shares of the Company's common stock, par value $0.00025 0.001 per share, of share (the Company (“Company Common Stock”"COMMON STOCK"), or (B) any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company or (“Series B Preferred Stock”ii) or any shares of capital stock limited liability company interests of Merger SubSub ("MERGER SUB LLC INTERESTS"), the following shall occur:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, Merger Sub or the Company or the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares : (a) Capital Stock of Series B 2.5% Convertible Preferred StockMerger Sub. Each share of common stock, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Company Effective Time shall be converted into one (“Series B Preferred Stock”1) or any shares share of capital common stock of Merger Sub:the Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the holder Company or the holders of any shares of the following securities: (a) Common Stock of Purchaser. Each share of common stock, par value $0.00025 0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock common stock, par value $0.01 per share, of Merger Sub:Sub ( “Merger Sub Common Stock”):

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“"Company Common Stock”"), any shares of Series B 2.5% Convertible Preferred Stockpreferred stock, par value $0.001 0.01 per share, of the Company (“Series B "Company Preferred Stock”") or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 1.00 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 1.00 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred StockShares”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Company Common Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.02 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock common stock, par value $0.01 per share, of Merger Sub:Sub (the “Merger Sub Common Stock”):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent or Merger Sub or any holder of any shares of common stock, $0.01 par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of common stock, par value $0.00025 0.0001 per share, of the Company (the “Company Common Stock”), any ) or shares of Series B 2.5% Convertible Preferred Stockcommon stock, par value $0.001 0.01 per share, of Merger Sub (the Company (“Series B Preferred Merger Sub Common Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder holders of any shares of common stock, par value $0.00025 per share, of the Company (“Company's Class A Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 .01 per share, of share (the "Company (“Series B Preferred Common Stock”") or any shares of capital stock of Merger Sub:2

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in Section 4.7) on the part of the holder of any shares of Company common stock, par value $0.00025 .01 per share, of the Company share (“"Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:"):

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“"Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”") or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Purchaser, Merger Sub or the holder of any shares of common stock, par value $0.00025 per share0.0001, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Purchaser or Merger Sub:

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any of the Parties or the holder of any shares of common stock, $0.001 par value $0.00025 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger SubSub Common Stock:

Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub, the holder of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“Company Common Stock”), any shares or the holder of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of common stockthe Company’s Common Stock, par value $0.00025 0.01 per share, of share (the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or Acquisition Common Stock (as hereinafter defined): (a) Common Stock of Acquisition. Each share of common stock, par value $0.00025 0.01 per share, of Acquisition (the “Acquisition Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, any holder of any shares of Company Class A Common Stock or shares of common stock, par value $0.00025 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of Merger Sub (the Company (“Series B Preferred Merger Sub Common Stock”) or any shares of capital stock of Merger Subother Person:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock common stock, par value $0.01 per share, of Merger Sub:Sub (the “Merger Sub Common Stock”):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the holder Company or the holders of any shares of common stock, par value $0.00025 0.001 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub, the following shall occur:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of Shares or any other shares of capital stock of the Company or Purchaser: (a) Common Stock of Purchaser. Each share of common stock, par value $0.00025 0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub, the holder of any shares of common stock, par value $0.00025 0.0001 per share, of the Company (“Company Common Stock”), any shares or the holder of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any holder of any shares of the Company’s common stock, par value $0.00025 0.01 per share, of share (the Company (“Company Common Stock”), any shares or of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.10 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, other securities of the Company (“Series B Preferred Stock”) or any shares of capital stock or other securities of Merger Sub or, except as expressly set forth herein, on the part of the Company or Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 7.00 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or any holder of any shares of Company Common Stock or shares of common stock, par value $0.00025 0.01 per share, of Merger Sub (the Company (“Company Merger Sub Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the any party or any holder of any shares capital stock of common stockPurchaser, Merger Sub or the Company: (a) Each share of the Series A Preferred Stock, par value $0.00025 0.0001 per share, of the Company (“"Company Common Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive from Purchaser (i) the Per Share Liquidation Preference plus (ii) the Per Share Merger Consideration (the "Per Share Preferred Stock Consideration”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 .01 per share, of the Company (“Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of the holder Company, Parent, International, the Purchaser or the holders of any shares of common stockCompany Common Stock: (a) Capital Stock of the Purchaser. Each share of Common Stock of the Purchaser, par value $0.00025 1.00 per share, of the Company share (“Company "Purchaser Common Stock”"), any shares of Series B 2.5% Convertible Preferred Stockwhich is issued and outstanding immediately prior to the Effective Time, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:shall be canceled.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action (except as provided in Section 4.7) on the part of the holder of any shares of Company common stock, par value $0.00025 .01 per share, of the Company share (“"Company Common StockCompany Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Merger Sub:"):

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of common stock, par value $0.00025 0.01 per share, of the Company (together with the associated Rights (as defined in the Rights Agreement), the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock of Parent or Merger SubSub or any other Person:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any shares of common stock, par value $0.00025 0.0001 per share, of the Company (the “Company Common Stock”), any shares of Series B 2.5% Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) or any shares of capital stock common stock, par value $0.01 per share, of Merger Sub:Sub (the “Merger Sub Common Stock”):